<PAGE> 1
As filed with the Securities and Exchange Commission on July 31, 1996
Registration No. 333-
----------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------
PATTERSON ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2504748
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4510 Lamesa Highway, Snyder, Texas 79549
(Address of Principal Executive Offices) (ZIP Code)
1983 INCENTIVE STOCK OPTION PLAN, AS AMENDED
AND
1994 NON-QUALIFIED STOCK OPTION PLAN
OF
PATTERSON DRILLING COMPANY (FORMERLY, TUCKER DRILLING COMPANY, INC.)
(Full title of the plans)
CLOYCE A. TALBOTT
4510 LAMESA HIGHWAY
SNYDER, TX 79549
(Name and address of agent for service)
(915) 573-1104
(Telephone number, including area code, of agent for service)
COPIES TO:
JAMES C. BROWN, VICE PRESIDENT--FINANCE THOMAS H. MAXFIELD, ESQ.
4510 LAMESA HIGHWAY BAKER & HOSTETLER
SNYDER, TX 79549 303 EAST 17TH AVENUE, SUITE 1100
DENVER, COLORADO 80203
Approximate date of commencement of proposed sales to the public:
As soon as practicable after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share (1) price registration fee
------------------- ------------------ ------------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, 74,592 shares (2) $8.615 $642,610 $222.00
$.01 par value
===========================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(h), based upon the exercise price
of outstanding options granted pursuant to the Plans set forth above on this
facing sheet. The exercise prices for shares underlying options previously
granted range from $7.77 to $8.277 per share.
(2) Consists of 66,600 shares of Common Stock issuable upon exercise
of options outstanding under the 1983 Incentive Stock Option Plan, as amended,
and 7,992 shares of Common Stock issuable upon exercise of options outstanding
under the 1994 Non-Qualified Stock Option Plan.
================================================================================
<PAGE> 2
THE STOCK OPTION PLANS
This Registration Statement relates to an aggregate of 74,592 shares
of common stock, $.01 par value (the "Patterson Common Stock"), of Patterson
Energy, Inc. ("Patterson") issuable upon the exercise of stock options that
were granted under the 1983 Incentive Stock Option Plan and the 1994
Non-Qualified Stock Option Plan (collectively, the "Plans") of Tucker Drilling
Company, Inc. ("Tucker") to key employees and non-employee directors of Tucker
prior to the merger (the "Merger") on July 30, 1996 of Patterson Drilling
Company ("Patterson Drilling"), then a wholly-owned subsidiary of Patterson,
with and into Tucker, with Tucker as the surviving corporation under the name
"Patterson Drilling Company." The Merger was consummated pursuant to the terms
of an Agreement and Plan of Merger (the "Merger Agreement") dated as of April
22, 1996, as amended, between and among Patterson, Patterson Drilling and
Tucker. As a part of the Merger Agreement, Patterson agreed that each option
(a "Tucker Stock Option") to purchase shares of the common stock of Tucker
("Tucker Common Stock") which was outstanding under the Plans immediately prior
to the effective date of the Merger would become and represent an option to
purchase the number of shares of Patterson Common Stock determined by
multiplying the number of shares of Tucker Common Stock subject to a Tucker
Stock Option immediately prior to the effective date by 0.74 at an exercise
price per share of Patterson Common Stock equal to the exercise price per share
of Tucker Common Stock immediately prior to the effective date divided by 0.74.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and Note
to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates by reference in this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 1995;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996;
(c) The Registrant's Current Report on Form 8-K dated April 22,
1996;
(d) The Registrant's Current Report on Form 8-K dated April 30,
1996;
(e) The Registrant's Current Report on Form 8-K dated May 16,
1996;
(f) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
since December 31, 1995; and
(g) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A, which became effective
with the Securities and Exchange Commission on November 2, 1993.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment,
which indicates all shares under the Plan have been sold or which deregisters
all shares then remaining unsold under the Plan, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
1
<PAGE> 4
Item 6. Indemnification of Directors and Officers.
The DGCL provides for indemnification by a corporation of costs
incurred by directors, employees and agents in connection with an action, suit
or proceeding brought by reason of their position as a director, employee or
agent. The person being indemnified must have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation. The DGCL provides that a corporation may advance payment of
expenses. The DGCL further provides that the indemnification and advancement
of expenses provisions of the DGCL will not be deemed exclusive of any other
rights to which these indemnifications or advancements of expenses may be
entitled under bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action under official capacity and as to
action in another capacity when holding such office.
In addition to the general indemnification section, Delaware law
provides further protection for directors under Section 102(b)(7) of the DGCL.
This section was enacted in June 1986 and allows a Delaware corporation to
include in its certificate of incorporation a provision that eliminates and
limits certain personal liability of a director for monetary damages for
certain breaches of the director's fiduciary duty of care, provided that any
such provision does not (in the words of the statute) do any of the following:
"eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of this Title [dealing with willful or negligent violation
of the statutory provision concerning dividends and stock purchases
and redemptions], or (iv) for any transaction from which the director
derived an improper personal benefit. No such provision shall
eliminate or limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes effective...."
The Board of Directors is empowered to make other indemnification as
authorized under any bylaw, agreement, the Certificate of Incorporation, Bylaws
or corporate resolution so long as the indemnification is consistent with the
DGCL.
The Registrant's Certificate of Incorporation provides that, to the
fullest extent permitted by the DGCL, a director of the Registrant will not be
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director. The Registrant's Bylaws provide that to the
extent that a director or officer of the Registrant is successful on the merits
of defense of a suit or proceeding brought against him by reason of the fact
that he is a director or officer of the Registrant, he shall be indemnified
against expenses (including attorneys' fees) reasonably incurred in connection
with such action. In other circumstances, a director or officer of the
Registrant may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in and not opposed
to the best interest of the Registrant, and, with respect to a criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful;
however, in an action or suit by or in the right of the Registrant to procure a
judgment in its favor, such person will not be indemnified if he has been
adjudged to be liable to the Registrant unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was
brought determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court deems proper. A determination that indemnification of a
director or officer is proper will be made by a disinterested majority of the
Registrant's Board of Directors, by independent legal counsel or by the
stockholders of the Registrant. The Registrant's Bylaws also provide that the
Registrant may advance the payment of expenses and that the indemnification and
advancement of expenses provisions of the Bylaws are nonexclusive. The
Registrant maintains director and officer liability insurance covering director
and officer indemnification.
2
<PAGE> 5
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Exhibit Item 601 Cross
Number Reference Document as Form S-8 Exhibit
------ --------------- ----------------------------
<S> <C> <C>
4.2 4 Article Fourth of the Certificate of
Incorporation, as amended, of Patterson
Energy, Inc.
5.1 4 Opinion re Legality (with Consent)
10.1 10 1983 Incentive Stock Option Plan, as amended,
of Patterson Drilling Company (formerly,
Tucker Drilling Company, Inc.)
10.2 10 1994 Non-Qualified Stock Option Plan of
Patterson Drilling Company (formerly, Tucker
Drilling Company, Inc.)
24.1 24 Consent of Experts
</TABLE>
Item 9. Undertakings.
1. The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the Prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs (1)(a)(i) and
(1)(a)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant
to Section 13 of Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this
Registration Statement.
(b) That, for the purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
3
<PAGE> 6
(d) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
2. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Snyder, State of Texas on the 30th day of July,
1996.
PATTERSON ENERGY, INC.
By: /s/ A. Glenn Patterson
------------------------------------
A. Glenn Patterson, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed as of July 30, 1996, by the following
persons in the capacities indicated:
<TABLE>
<S> <C>
/s/ Cloyce A. Talbott Chairman of the Board, Director
- ----------------------------------------- and Chief Executive Officer
Cloyce A. Talbott
Principal Executive Officer
/s/ A. Glenn Patterson President, Chief Operating Officer
- ----------------------------------------- and Director
A. Glenn Patterson
/s/ Robert C. Gist Director
- -----------------------------------------
Robert C. Gist
Director
- -----------------------------------------
Kenneth E. Davis
/s/ James C. Brown Vice President--Finance,
- ----------------------------------------- Secretary and Treasurer
James C. Brown and Chief Financial Officer
(Principal Accounting Officer)
</TABLE>
4
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Document as Form S-8 Exhibit Page No.
------ ---------------------------- --------
<S> <C> <C>
4.2 Article Fourth of the Certificate of Incorporation,
as amended, of Patterson Energy, Inc.
5.1 Opinion re Legality (with Consent)
10.1 1983 Incentive Stock Option Plan of Patterson
Drilling Company (formerly, Tucker Drilling Company, Inc.)
10.2 1994 Non-Qualified Stock Option Plan of Patterson
Drilling Company (formerly, Tucker Drilling Company, Inc.)
24.1 Consent of Experts
</TABLE>
<PAGE> 1
EXHIBIT 4.1
ARTICLE FOURTH
OF
CERTIFICATE OF INCORPORATION, AS AMENDED
OF
PATTERSON ENERGY, INC.
FOURTH: The total number of shares of stock that the Corporation shall have
authority to issue is ten million (10,000,000) shares, of which nine million
(9,000,000) shares shall be Common Stock, having a par value of $0.01 per
share, and one million (1,000,000) shares shall be Preferred Stock, having a
par value of $0.01 per share. The shares of such classes of stock shall have
the following express terms:
Section 1. PREFERRED STOCK
1.1 Authority of the Board of Directors to Create Series.
The Board of Directors is hereby expressly granted authority, to the
full extent now or hereafter permitted herein and by the General
Corporation Law of the State of Delaware, at any time or from time to
time, by resolution or resolutions, to create one or more series of
Preferred Stock, to fix the authorized number of shares of any series
(which number of shares may vary as between series and be changed from
time to time by like action), and to fix the terms of such series,
including, but not limited to, the following:
(a) the designation of such series, which may be
by distinguishing number, letter, or title;
(b) the rate or rates at which shares of such
series shall be entitled to receive dividends; the periods in
respect of which dividends are payable; the conditions upon,
and times of payment of, such dividends; the relationship and
preference, if any, of such dividends to dividends payable on
any other class or classes or any other series of stock;
whether such dividends shall be cumulative and, if cumulative,
the date or dates from which such dividends shall accumulate;
and the other terms and conditions applicable to dividends
upon shares of such series;
(c) the rights of the holders of the shares of
such series in case the Corporation be liquidated, dissolved
or wound up (which may vary depending upon the time, manner,
or voluntary or involuntary nature or other circumstances of
such liquidation, dissolution, or winding up) and the
relationship and preference, if any, of such rights to rights
of holders of shares of stock of any other class or classes or
any other series of stock;
(d) the right, if any, of the Corporation to
redeem shares of such series at its option, including any
limitation of such right, and the amount or amounts to be
payable in respect of the shares of such series in case of
such redemption (which may vary depending on the time, manner,
or other circumstances of such redemption), and the manner,
effect, and other terms and conditions of any such redemption;
<PAGE> 2
(e) the obligation, if any, of the Corporation to
purchase, redeem, or retire shares of such series and/or to
maintain a fund for such purpose, and the amount or amounts to
be payable from time to time for such purpose or into such
fund, or the number of shares to be purchased, redeemed, or
retired, the per share purchase price or prices, and the other
terms and conditions of any such obligation or obligations;
(f) the voting rights, if any, which, if granted,
may be full, special, or limited, to be given the shares of
such series, including, without limiting the generality of the
foregoing, the right, if any, as a series or in conjunction
with other series or classes, to elect one or more members of
the Board of Directors either generally or at certain times or
under certain circumstances, and restrictions, if any, on
particular corporate acts without a specified vote or consent
of holders of such shares (such as, among others, restrictions
on modifying the terms of such series or of the Preferred
Stock, restricting the permissible terms of other series or
the permissible variations between series of the Preferred
Stock, authorizing or issuing additional shares of the
Preferred Stock, creating debt, or creating any class of stock
ranking prior to or on a parity with the Preferred Stock or
any series thereof as to dividends, or assets remaining for
distribution to the stockholders in the event of the
liquidation, dissolution, or winding up of the Corporation);
(g) the right, if any, to exchange or convert the
shares into shares of any other series of the Preferred Stock
or into shares of any other class of stock of the Corporation
or the securities of any other corporation, and the rate or
basis, time, manner, terms, and conditions of exchange or
conversion or the method by which the same shall be
determined; and
(h) the other special powers, preferences, or
rights, if any, and the qualifications, limitations, or
restrictions thereof, of the shares of such series.
The Board of Directors shall fix the terms of each such series
by resolution or resolutions adopted at any time prior to the issuance
of the shares thereof, and the terms of each such series may, subject
only to restrictions, if any, imposed by this Certificate of
Incorporation or by applicable law, vary from the terms of other
series to the extent determined by the Board of Directors from time to
time and provided in the resolution or resolutions fixing the terms of
the respective series of the Preferred Stock.
1.2 Status of Certain Shares. Shares of any series of the
Preferred Stock, whether provided for herein or by resolution or
resolutions of the Board of Directors, which have been redeemed
(whether through the operation of a sinking fund or otherwise) or
which, if convertible or exchangeable, have been converted into or
exchanged for shares of stock of any other class or classes, or which
have been purchased or otherwise acquired by the Corporation, shall
have the status of authorized and unissued shares of the Preferred
Stock of the same series and may be reissued as a part of the series
of which they were originally a part or may be reclassified and
reissued as part of a new series of the Preferred Stock to be created
by resolution or resolutions of the Board of Directors or as a part of
any other series of the Preferred Stock, all subject to the conditions
or restrictions on issuance set forth herein or in the resolution or
resolutions adopted by the Board of Directors providing for the issue
of any series of the Preferred Stock.
Section 2. COMMON STOCK
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<PAGE> 3
2.1 Issuance, Consideration, and Terms. Any unissued shares
of the Common Stock may be issued from time to time for such
consideration, having a value of not less than the par value thereof,
as may be fixed from time to time by the Board of Directors. Any
treasury shares may be disposed of for such consideration as may be
determined from time to time by the Board of Directors. The Common
Stock shall be subject to the express terms of the Preferred Stock and
any series thereof. Each share of Common Stock shall be of equal rank
and shall be identical to every other share of Common Stock. Holders
of Common Stock shall have such rights as are provided herein and by
law.
2.2 Voting Rights. Except as expressly required by law or as
provided in or fixed and determined pursuant to Section 1 of
this Article FOURTH, the entire voting power and all voting
rights shall be vested exclusively in the Common Stock. Each
holder of shares of Common Stock shall be entitled to one (1)
vote for each share standing in such holder's name on the
books of the Corporation.
2.3 Dividends. Subject to Section 1 of this Article
FOURTH, the holders of Common Stock shall be entitled to
receive, and shall share equally share for share, when and as
declared by the Board of Directors, out of the assets of the
Corporation which are by law available therefor, dividends or
distributions payable in cash, in property, or in securities
of the Corporation.
-3-
<PAGE> 1
EXHIBIT 5.1
[BAKER & HOSTETLER LETTERHEAD]
July 30, 1996
Patterson Energy, Inc.
4510 Lamesa Highway
Snyder, Texas 79549
Gentlemen:
We have acted as counsel for Patterson Energy, Inc. (the
"Company") in connection with the registration under the Securities Act of 1933
(the "Securities Act") on Form S-8 of 74,592 shares ("Shares") of the Company's
Common Stock, $0.01 Par Value covered by the 1983 Incentive Stock Option Plan,
as amended, and the 1994 Non-Qualified Stock Option Plan (collectively, the
"Plans") of Patterson Drilling Company (formerly, Tucker Drilling Company,
Inc.), a wholly-owned subsidiary of the Company. The Registration Statement on
Form S-8 and exhibits thereto filed with the Securities and Exchange Commission
under the Securities Act are referred to herein as the "Registration
Statement."
We have examined the Certificate of Incorporation, the Bylaws
and the Minutes of the Board of Directors of the Company, the applicable laws
of the State of Delaware and a copy of the Registration Statement.
Based on the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Company is
authorized to issue and to sell the Shares; and the Shares, when issued
pursuant to the terms of the Plans will be fully paid and nonassessable shares
of the Company's Common Stock.
We hereby consent to the use of this opinion as a part of the
Registration Statement.
Very truly yours,
/s/ Baker & Hostetler
BAKER & HOSTETLER
<PAGE> 1
EXHIBIT 10.1
TUCKER DRILLING COMPANY, INC.
INCENTIVE STOCK OPTION PLAN
(AS AMENDED AND RESTATED)
INTRODUCTION
On February 12, 1988, the Board of Directors of Tucker
Drilling Company, Inc. adopted the following Incentive Stock Option Plan as an
amendment and restatement of the Tucker Drilling Company, Inc. 1983 Incentive
Stock Option Plan:
1. PURPOSE. The purpose of the Plan is to provide
employees and non-employee directors with a proprietary interest in
the Company through the granting of options which will
(a) increase the interest of the employees and
directors in the Company's welfare;
(b) furnish an incentive to the employees and
directors to continue their services for the
Company; and
(c) provide a means through which the Company may
attract able persons to enter its employ or
to serve on its Board.
2. ADMINISTRATION. The Plan will be administered by the
Executive Committee of the Board, except that the Audit Committee of
the Board shall administer the Plan to the extent that it covers
non-employee directors and employees who are officers or directors of
the Company.
3. PARTICIPANTS. The Committee shall, from time to
time, select the particular key employees and non-employee directors
of the Company and its Subsidiaries to whom options are to be granted,
and who will, upon such grant, become participants in the Plan. An
Incentive Option may not be granted to a director who is not an
employee of the Company or its Subsidiaries.
4. STOCK OWNERSHIP LIMITATION. No Incentive Option may
be granted to an employee who owns more than 10% of the voting power
of all classes of stock of the Company or its Parent or Subsidiaries.
This limitation will not apply if the option price is at least 110% of
the fair market value of the Common Stock at the time the Incentive
Option is granted and the Incentive Option is not exercisable more
than five years from the date it is granted.
<PAGE> 2
5. SHARES SUBJECT TO PLAN. The Committee may not grant
options under the Plan for more than 200,000 shares of Common Stock of
the Company, but this number may be adjusted to reflect, if deemed
appropriate by the Committee, any stock dividend, stock split, share
combination, recapitalization or the like, of or by the Company.
Shares to be optioned and sold may be made available from either
authorized but unissued Common Stock or Common Stock held by the
Company in its treasury. Shares that by reason of the expiration of
an option or otherwise are no longer subject to purchase pursuant to
an option granted under the Plan may be reoffered under the Plan.
6. LIMITATION ON AMOUNT. The aggregate fair market
value (determined at the time of grant) of the shares of Common Stock
which any employee is first eligible to purchase in any calendar year
by exercise of Incentive Options granted under this Plan and all
incentive stock option plans of the Company or its Parent or
Subsidiaries shall not exceed $100,000. For this purpose, the fair
market value (determined at the respective date of grant of each
option) of the Common Stock purchasable by exercise of an Incentive
Option (or an installment thereof) shall be counted against the
$100,000 annual limitation for an employee only for the calendar year
such stock is first purchasable under the terms of the option.
7. ALLOTMENT OF SHARES. The Committee shall determine
the number of shares of Common Stock to be offered from time to time
by grant of options to key employees and non-employee directors of the
Company or its Subsidiaries. The grant of an option to an individual
shall not be deemed either to entitle the individual to, or to
disqualify the individual from, participation in any other grant of
options under the Plan.
8. GRANT OF OPTIONS. The Committee is authorized to
grant Incentive Options and Nonqualified Options under the Plan. The
grant of options shall be evidenced by stock option agreements
containing such terms and provisions as are approved by the Committee,
but not inconsistent with the Plan, including provisions that may be
necessary to assure that any option that is intended to be an
Incentive Option will comply with Section 422A of the Internal Revenue
Code. The Company shall execute stock option agreements upon
instructions from the Committee. An option agreement may provide, if
the Committee so determines, that upon exercise of the option the
Committee may elect to pay, in lieu of
-2-
<PAGE> 3
receipt from the optionholder of the exercise price and issuance of
certificates for the shares of stock exercised, an amount equal to the
excess of the fair market value per share on the date of exercise over
the per share exercise price under the option, multiplied by the
number of shares covered by the option or portion thereof being
exercised ("Stock Appreciation"). If such an election is made, the
Stock Appreciation shall be paid to the optionholder either in cash or
in Common Stock or in cash and Common Stock (based on the fair market
value of such stock on the date of the election by the optionholder),
as the Committee shall determine. The option to purchase shares shall
terminate with respect to the number of shares for which the Stock
Appreciation is paid. The Plan shall be submitted to the Company's
stockholders for approval. The Committee may grant options under the
Plan prior to the time of stockholder approval, which options will be
effective when granted, but if for any reason the stockholders of the
Company do not approve the Plan prior to one year from the date of
adoption of the Plan by the Committee, all options granted under the
Plan will be terminated and of no effect, and no option may be
exercised in whole or in part prior to such stockholder approval.
A stock option agreement may provide that the
optionholder may request approval from the Committee to exercise an
option or a portion thereof by tendering shares of Common Stock at the
fair market value per share on the date of exercise in lieu of cash
payment of the exercise price.
9. OPTION PRICE. The option price shall not be less
than 100% of the fair market value per share of the Common Stock on
the date the option is granted. The fair market value of the Common
Stock on the date of grant of the option shall be the average of the
closing bid and asked price of the Common Stock on the date of grant,
as reported by NASDAQ, or, if the stock is listed on one or more
registered national securities exchanges, the reported closing price
of the Common Stock on the date of grant (or if no sale has been
reported on such date, on the most recent date on which a sale has
been reported) on the exchange designated by the Committee.
10. OPTION PERIOD. The Option Period will begin on the
date the option is granted, which will be the date the Committee
authorizes the option unless the Committee specifies a later date. No
option may terminate later than ten years from the date the option is
granted. The Committee may provide for
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<PAGE> 4
the exercise of options in installments (which the Committee may, at
its discretion, accelerate) and upon such terms, conditions and
restrictions as it may determine. The Committee may provide for
termination of the option in the case of termination of employment or
services as a director or any other reason.
11. RIGHTS IN EVENT OF DEATH. If a participant dies
prior to termination of his right to exercise an option in accordance
with the provisions of his stock option agreement without having
totally exercised the option, the option may be exercised, to the
extent of the shares with respect to which the option could have been
exercised by the participant on the date of the participant's death
(subject to the Committee's power to accelerate), by the participant's
estate or by the person who acquired the right to exercise the option
by bequest or inheritance or by reason of the death of the
participant, provided the option is exercised prior to the date of its
expiration or one year from the date of the participant's death,
whichever first occurs.
12. PAYMENT. Full payment for shares purchased upon
exercising an option shall be made in cash or by check or by tendering
shares of Common Stock at the fair market value per share at the time
of exercise, or on such other terms as are set forth in the applicable
option agreement. No shares may be issued until full payment of the
purchase price therefor has been made, and a participant will have
none of the rights of a stockholder until shares are issued to him.
13. EXERCISE OF OPTION. Options granted under the Plan
may be exercised during the Option Period, at such times, in such
amounts, in accordance with such terms and subject to such
restrictions as are set forth in the applicable stock option
agreements. In no event may an option be exercised or shares be
issued pursuant to an option if any requisite action, approval or
consent of any governmental authority of any kind having jurisdiction
over the exercise of options shall not have been taken or secured.
The Committee may offer an optionholder, upon such conditions and
restrictions as it deems advisable and in lieu of receipt from him of
the exercise price and issuance of certificates for the shares of
stock exercised, the right to elect payment in cash, Common Stock, or
a combination of cash and Common Stock as the Committee shall
determine in an amount equal to the Stock Appreciation.
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14. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The number
of shares of Common Stock covered by each outstanding option granted
under the Plan and the option price may be adjusted to reflect, as
deemed appropriate by the Committee, any stock dividend, stock split,
share combination, exchange of shares, recapitalization, merger,
consolidation, separation, reorganization, liquidation or the like, of
or by the Company.
15. NON-ASSIGNABILITY. Options may not be transferred
other than by will or by the laws of descent and distribution. During
a participant's lifetime, options granted to a participant may be
exercised only by the participant.
16. INTERPRETATION. The Committee shall interpret the
Plan and any options granted under the Plan, and shall prescribe such
rules and regulations in connection with the operation of the Plan as
it determines to be advisable for the administration of the Plan. The
Committee may rescind and amend its rules and regulations.
17. AMENDMENT OR DISCONTINUANCE. The Plan may be amended
or discontinued by the Board without the approval of the stockholders
of the Company, except that any amendment that would (a) materially
increase the benefits accruing to participants under the Plan, (b)
materially increase the number of securities that may be issued under
the Plan, or (c) materially modify the requirements of eligibility for
participation in the Plan must be approved by the stockholders of the
Company.
18. EFFECT OF PLAN. Neither the adoption of the Plan nor
any action of the Committee shall be deemed to give any officer,
employee or director any right to be granted an option to purchase
Common Stock of the Company or any other rights except as may be
evidenced by the stock option agreement, or any amendment thereto,
duly authorized by the Committee and executed on behalf of the Company
and then only to the extent and on the terms and conditions expressly
set forth therein.
19. TERM. Unless sooner terminated by action of the
Committee, this Plan will terminate on January 31, 1993. The
Committee may not grant options under the Plan after that date, but
options granted before that date will continue to be effective in
accordance with their terms.
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20. DEFINITIONS. For the purpose of this Plan, unless
the context requires otherwise, the following terms shall have the
meanings indicated:
(a) "Plan" means this amended and restated
Incentive Stock Option Plan, as it may be
amended from time to time.
(b) "Company" means Tucker Drilling Company,
Inc., a Delaware corporation.
(c) "Board" means the board of directors of the
Company.
(d) "Committee" means the Executive Committee or
the Audit Committee of the Board, whichever
is administering the Plan with respect to a
particular grantee.
(e) "Common Stock" means the Common Stock which
the Company is currently authorized to issue
or may in the future be authorized to issue
(as long as the common stock varies from that
currently authorized, if at all, only in
amount of par value).
(f) "Subsidiary" means any corporation in an
unbroken chain of corporations beginning with
the Company if, at the time of the granting
of the option, each of the corporations other
than the last corporation in the unbroken
chain owns stock possessing 50% or more of
the total combined voting power of all
classes of stock in one of the other
corporations in the chain, and "Subsidiaries"
means more than one of any such corporations.
(g) "Parent" means any corporation in an unbroken
chain of corporations ending with the Company
if, at the time of granting of the option,
each of the corporations other than the
Company owns stock possessing 50% or more of
the total combined voting power of all
classes of stock in one of the other
corporations in the chain.
(h) "Option Period" means the period during which
an option may be exercised.
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<PAGE> 7
(i) "Key employees" means those employees of the
Company and its Subsidiaries whose
performance and responsibilities are
determined by the Company to be influential
to the success of the Company.
(j) "Incentive Option" means an option granted
under the Plan which meets the requirements
of Section 422A of the Internal Revenue Code.
(k) "Nonqualified Option" means an option granted
under the Plan which is not intended to be an
Incentive Option.
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<PAGE> 8
AMENDMENT NO. 1
TO
TUCKER DRILLING COMPANY, INC.
INCENTIVE STOCK OPTION PLAN
(AS AMENDED AND RESTATED ON FEBRUARY 12, 1988)
Pursuant to Section 17 of the Tucker Drilling Company, Inc.
Incentive Stock Option Plan, as amended and restated on February 12, 1988 (the
"Plan"), Section 8 of the Plan hereby is amended to read as follows:
8. GRANT OF OPTIONS. The Committee is authorized to
grant Incentive Options and Nonqualified Options under the Plan. The
grant of options shall be evidenced by stock option agreements
containing such terms and provisions as are approved by the Committee,
but not inconsistent with the Plan, including provisions that may be
necessary to assure that any option that is intended to be an
Incentive Option will comply with Section 422 of the Internal Revenue
Code. The Company shall execute stock option agreements upon
instructions from the Committee.
A stock option agreement may provide that the option holder
may request approval from the Committee to exercise an option or a
portion thereof by tendering shares of Common Stock at the fair market
value per share on the date of exercise in lieu of cash payment of the
exercise price.
IN WITNESS WHEREOF, the undersigned has executed this
Amendment on the 7th day of August, 1991.
TUCKER DRILLING COMPANY, INC.
By /s/ Charles B. Middlekauf
---------------------------
<PAGE> 1
EXHIBIT 10.2
TUCKER DRILLING COMPANY, INC.
1994 NON-QUALIFIED STOCK OPTION PLAN
1. PURPOSE. The purpose of the Plan is to provide
employees with a proprietary interest in the Company through the granting of
options which will
(a) increase the interest of the employees in the
Company's welfare,
(b) furnish an incentive to the employees to continue
their services for the Company; and
(c) provide a means through which the Company may attract
able persons to enter its employ.
2. ADMINISTRATION. The Plan will be administered by the
Executive Committee of the Board.
3. PARTICIPANTS. The Committee shall, from time to
time, select the particular key employees of the Company and its Subsidiaries;
if any, to whom options are to be granted, and who will, upon such grant,
become participants in the Plan.
4. STOCK OWNERSHIP LIMITATION. No option may be granted
to an employee who is an officer or director of the Company or its parent or
any subsidiary or who owns more than 10% of the voting power of all classes of
stock of the Company or its Parent or Subsidiaries.
5. SHARES SUBJECT TO PLAN. The Committee may not grant
options under the Plan for more than 28,000 shares of Common Stock of the
Company, but this number may be adjusted to reflect, if deemed appropriate by
the Committee, any stock dividend, stock split, share combination,
recapitalization or the like, of or by the Company. Shares to be optioned and
sold may be made available from either authorized but unissued Common Stock or
Common Stock held by the Company in its treasury. Shares that by reason of the
expiration of an option or otherwise are no longer subject to purchase pursuant
to an option granted under the Plan may be reoffered under the Plan.
6. ALLOTMENT OF SHARES. The Committee shall determine
the number of shares of Common Stock to be offered from time to time by grant
of options to key employees of the Company or its
<PAGE> 2
Subsidiaries. The grant of an option to an employee shall not be deemed either
to entitle the employee to, or to disqualify the employee from, participation
in any other grant of options under the Plan.
7. GRANT OF OPTIONS. All options under the Plan shall
be granted by the Committee. The grant of options shall be evidenced by stock
option agreements containing such terms and provisions as are approved by the
Committee, but not inconsistent with the Plan. The Company shall execute stock
option agreements upon instructions from the Committee.
8. OPTION PRICE. The option price shall not be less
than 100% of the fair market value per share of the Common Stock on the date
the option is granted. The fair market value of the Stock on the date of grant
of the option shall be the average of the closing bid and asked price of the
Common Stock on the date of grant, as reported by NASDAQ, or, if the stock is
listed on one or more registered national securities exchanges, the reported
closing price of the Common Stock on the date of grant (or if no sale has been
reported on such date, on the most recent date on which a sale has been
reported) on the exchange designated by the Committee.
9. OPTION PERIOD. The Option Period will begin an the
date the option is granted, which will be the date the Committee authorizes the
option unless the Committee specifies a later date. No option may terminate
later than ten years from the date the option is granted. The Committee may
provide for the exercise of options in installments (which the Committee may,
at its discretion, accelerate) and upon such terms, conditions and restrictions
as it may determine. The Committee may provide for termination of the option
in the case of termination of employment or any other reason.
10. RIGHTS IN EVENT OF DEATH. If a participant dies
prior to termination of his right to exercise an option in accordance with the
provisions of his stock option agreement without having totally exercised the
option, the option may be exercised, to the extent of the shares with respect
to which the option could have been exercised by the participant on the date of
the participant's death (subject to the Committee's power to accelerate), by
the deceased participant's personal representative or by the person who
acquired the right to exercise the option by bequest or inheritance or by
reason of the death of the participant, provided the option is exercised prior
to the date of its expiration or one year from the date of the participant's
death, whichever first occurs.
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<PAGE> 3
11. PAYMENT. Full payment for shares purchased upon
exercising an option shall be made in cash or by check at the time of exercise,
or on such other terms as are set forth in the applicable option agreement. No
shares may be issued until full payment of the purchase price therefor has been
made, and a participant will have none of the rights of a stockholder until
shares are issued to him.
12. EXERCISE OF OPTION. Options granted under the Plan
may be exercised during the Option Period, at such times, in such amounts, in
accordance with such terms and subject to such restrictions as are set forth in
the applicable stock option agreements.
13. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The number
of shares of Common Stock covered by each outstanding option granted under the
Plan and the option price may be adjusted to reflect, as deemed appropriate by
the Committee, any stock dividend, stock split, share combination, exchange of
shares, recapitalization, merger, consolidation, separation, reorganization,
liquidation or the like, of or by the Company.
14. NON-ASSIGNABILITY. Options may not be transferred
other than by will or by the laws of descent and distribution. During a
participant's lifetime, options granted to a participant may be exercised only
by the participant.
15. INTERPRETATION. The Committee shall interpret the
Plan and any options granted under the Plan, and shall prescribe such rules in
connection with the operation of the Plan as it determines to be advisable for
the administration of the Plan. The Committee may rescind and amend its rules.
16. AMENDMENT OR DISCONTINUANCE. The Plan may be amended
or discontinued by the Committee without the approval of the stockholders of
the Company, except that any amendment that would (a) reduce the price at which
options may be granted under the Plan, (b) materially increase the number of
securities that may be issued under the Plan, or (c) materially modify the
requirements of eligibility for participation in the Plan must be approved by
the stockholders of the Company.
17. EFFECT OF PLAN. Neither the adoption of the Plan nor
any action of the Committee shall be deemed to give any employee nor any other
person any right to be granted an option to purchase Common Stock of the
Company or any other rights except as may be evidenced by a stock option
agreement, or any
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<PAGE> 4
amendment thereto, duly authorized by the Committee and executed on behalf of
the Company and then only to the extent and on the terms and conditions
expressly set forth therein.
18. TERM. The Plan shall be effective June 8, 1994.
Unless sooner terminated by action of the Committee, the Plan will terminate on
January 31, 1999. The Committee may not grant options under the Plan after
that date, but options granted before that date will continue to be effective
in accordance with their terms.
19. DEFINITIONS. For the purpose of this Plan, unless
the context requires otherwise, the following terms shall have the meanings
indicated:
(a) "Plan" means this 1994 Non Qualified Stock Option
Plan as amended from time to time.
(b) "Company" means Tucker Drilling Company, Inc., a
Delaware corporation.
(c) "Board" means the board of directors of the Company.
(d) "Committee" shall mean the Executive Committee of the
Board.
(e) "Common Stock" means the Common Stock which the
Company is currently authorized to issue or may in
the future be authorized to issue (as long as the
common stock varies from that currently authorized,
if at all, only in amount of par value)
(f) "Subsidiary" means any corporation in an unbroken
chain of corporations beginning with the Company if,
at the time of the granting of the option, each of
the corporations other than the last corporation in
the unbroken chain owns stock possessing 50% or more
of the total combined voting power of all classes of
stock in one of the other corporations in the chain,
and "Subsidiaries" means more than one of any such
corporations.
(g) "Parent" means any corporation in an unbroken chain
of corporations ending with the Company if, at the
time of granting of the option, each of the
corporations other than the Company owns stock
possessing 50% or more of the total combined voting
power of all classes of stock in one of the other
corporations in the chain.
(h) "Option Period" means the period during which an
option may be exercised.
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<PAGE> 5
(i) "Key employees" shall mean those employees of the
Company and its subsidiaries whose performance and
responsibilities are determined by the Committee to
be influential to the success of the Company.
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<PAGE> 1
EXHIBIT 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Patterson Energy, Inc. on Form S-8 of our report dated February 28, 1996, on
our audits of the consolidated financial statements of Patterson Energy, Inc.
as of December 31, 1995 and 1994, and for the years ended December 31, 1995,
1994 and 1993, which report is incorporated by reference from the Annual Report
on Form 10-KSB for the year ended December 31, 1995.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
July 30, 1996
